1ST SOURCE CORP
10-Q, 2000-11-13
STATE COMMERCIAL BANKS
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                                    FORM 10-Q
                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


     X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the quarterly period ended    September 30, 2000
                                            ------------------
                                       OR
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from       to
          Commission file number 0-6233
                                --------

                             1st SOURCE CORPORATION
                             ----------------------
             (Exact name of registrant as specified in its charter)

     INDIANA                                        35-1068133
     -------                                        ----------
(State of other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)

100 North Michigan Street     South Bend, Indiana          46601
-------------------------------------------------------------------
(Address of principal executive offices)                 (Zip Code)

                                 (219) 235-2702
                                 --------------
              (Registrant's telephone number, including area code)


                                 Not Applicable
                                 --------------
            (Former name, former address and former fiscal year, if
                          changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                    Yes   X    No
                                        -----     -----

Number  of shares  of  common  stock  outstanding  as of  September  30,  2000 -
19,724,582 shares.



<PAGE>
                                     INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)
                                                                       Page

        Consolidated statements of financial condition --                3
        September 30, 2000, and December 31, 1999

        Consolidated statements of income --                             4
        three months and nine months ended September 30, 2000 and 1999

        Consolidated statements of cash flows --                         5
        nine months ended September 30, 2000 and 1999

        Notes to the Consolidated Financial Statements                   6


Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                            7


Item 3. Quantitative and Qualitative Disclosures About Market Risk      13


PART II.OTHER INFORMATION                                               14


SIGNATURES                                                              15

                                     - 2 -

<PAGE>



CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
1st Source Corporation and Subsidiaries
(Unaudited - Dollars in thousands)
                                                  September 30,     December 31,
                                                      2000              1999
                                                  ------------      ------------
ASSETS
Cash and due from banks ..........................   $   125,547    $   101,911
Federal funds sold and
  interest bearing deposits with other banks .....         7,239          1,399
Investment securities:
  Securities available-for-sale, at fair value
    (amortized cost of $487,398 and $475,390
    at September 30, 2000 and December 31, 1999)..       484,351        470,040
  Securities held-to-maturity, at amortized cost
    (fair value of $63,714 and $78,462 at
    September 30, 2000 and December 31, 1999) ....        62,748         77,190
                                                     -----------    -----------

Total Investment Securities ......................       547,099        547,230

Loans - net of unearned discount .................     2,272,574      2,063,189
  Reserve for loan losses ........................       (42,544)       (40,210)
                                                     -----------    -----------

Net Loans ........................................     2,230,030      2,022,979

Equipment owned under operating leases,
   net of accumulated depreciation                        82,150         65,956
Premises and equipment,
   net of accumulated depreciation ...............        33,324         33,745
Other assets .....................................       108,491         99,725
                                                     -----------    -----------

Total Assets .....................................   $ 3,133,880    $ 2,872,945
                                                     ===========    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
  Noninterest bearing ............................   $   307,388    $   268,825
  Interest bearing ...............................     2,139,352      1,858,627
                                                     -----------    -----------

Total Deposits ...................................     2,446,740      2,127,452

Federal funds purchased and securities
  sold under agreements to repurchase ............       177,916        263,253
Other short-term borrowings ......................       139,759        146,489
Other liabilities ................................        51,754         40,007
Long-term debt ...................................        12,123         12,174
                                                     -----------    -----------

Total Liabilities ................................     2,828,292      2,589,375

Guaranteed preferred beneficial interests
  in 1st Source's subordinated debentures ........        44,750         44,750

Shareholders' equity:
  Common stock-no par value ......................         7,227          6,883
  Capital surplus ................................       195,197        179,905
  Retained earnings ..............................        72,515         68,309
  Less cost of common stock in treasury ..........       (15,059)       (14,382)
  Net unrealized appreciation (depreciation) of
    securities available-for-sale ................           958         (1,895)
                                                     -----------    -----------

Total Shareholders' Equity .......................       260,838        238,820
                                                     -----------    -----------

Total Liabilities and Shareholders' Equity .......   $ 3,133,880    $ 2,872,945
                                                     ===========    ===========

The accompanying notes are a part of the consolidated financial statements.

                                     - 3 -

<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
1st Source Corporation and Subsidiaries
(Unaudited - Dollars in thousands, except per share amounts)
                                                                     Three Months Ended                 Nine Months Ended
                                                                        September 30                      September 30
                                                                     ------------------                 ----------------
                                                                    2000            1999            2000            1999
                                                                ------------    ------------    ------------    ------------
<S>                                                             <C>             <C>             <C>             <C>
Interest Income:
 Loans, including fees ......................................   $     53,133    $     43,813     $    149,558    $    127,393
   Investment securities:
     Taxable ................................................          5,696           4,763           16,149          14,713
     Tax-exempt .............................................          2,020           1,993            6,014           5,888
     Other ..................................................            281              29              523             374
                                                                ------------    ------------     ------------    ------------
Total Interest Income .......................................         61,130          50,598          172,244         148,368

Interest Expense:
   Deposits .................................................         29,243          20,483           78,928          62,954
   Short-term borrowings ....................................          5,362           4,273           14,659          10,756
   Long-term debt ...........................................            225             216              670             670
                                                                ------------    ------------     ------------    ------------
Total Interest Expense ......................................         34,830          24,972           94,257          74,380
                                                                ------------    ------------     ------------    ------------
Net Interest Income .........................................         26,300          25,626           77,987          73,988
Provision for loan losses ...................................          1,292           2,232            9,888           4,968
                                                                ------------    ------------     ------------    ------------
Net Interest Income After
   Provision for Loan Losses ................................         25,008          23,394           68,099          69,020

Noninterest Income:
   Trust fees ...............................................          2,315           2,158            7,145           6,726
   Service charges on deposit accounts ......................          1,984           1,818            5,708           5,054
   Loan servicing and sale income ...........................          3,632           4,932           15,459          14,410
   Equipment rental income ..................................          5,810           4,846           14,913          12,349
   Other income .............................................          2,759           2,702            7,950           7,749
   Investment securities and
      other investment gains (losses), net ..................             --              --              497            (476)
                                                                ------------    ------------     ------------    ------------
Total Noninterest Income ....................................         16,500          16,456           51,672          45,812
                                                                ------------    ------------     ------------    ------------
Noninterest Expense:
   Salaries and employee benefits ...........................         14,076          13,770           41,378          39,824
   Net occupancy expense ....................................          1,433           1,332            4,140           3,900
   Furniture and equipment expense ..........................          2,123           1,895            6,378           5,866
   Depreciation - leased equipment ..........................          4,389           3,359           12,213           9,436
   Supplies and communications ..............................          1,298           1,273            3,809           3,881
   Business development and marketing expense ...............            885           1,329            2,714           3,113
   Other expense ............................................          2,511           2,835            6,512           8,074
                                                                ------------    ------------     ------------    ------------
Total Noninterest Expense ...................................         26,715          25,793           77,144          74,094
                                                                ------------    ------------     ------------    ------------

Income Before Income Taxes and Subsidiary Trust Distributions         14,793          14,057           42,627          40,738
Income taxes ................................................          4,967           4,883           14,024          14,057
Distribution on preferred securities of
  subsidiary trusts, net of income tax benefit ..............            600             561            1,786           1,666
                                                                ------------    ------------     ------------    ------------

Net Income ..................................................   $      9,226    $      8,613     $     26,817    $     25,015
                                                                ============    ============     ============    ============
Other Comprehensive Income, Net of Tax:
  Change in unrealized appreciation (depreciation) of
    available-for-sale securities ...........................          1,998            (320)           2,853          (3,457)
                                                                ------------    ------------     ------------    ------------

Total Comprehensive Income ..................................   $     11,224    $      8,293     $     29,670    $     21,558
                                                                ============    ============     ============    ============

Per Common Share: (1)
  Basic Net Income Per Common Share .........................   $       0.46    $       0.44     $       1.35    $       1.26
                                                                ============    ============     ============    ============
  Diluted Net Income Per Common Share .......................   $       0.46    $       0.43     $       1.34    $       1.24
                                                                ============    ============     ============    ============
  Dividends .................................................   $      0.090    $      0.076     $      0.261    $      0.221
                                                                ============    ============     ============    ============
Basic Weighted Average Common Shares Outstanding ............     19,748,539      19,870,325       19,801,965      19,896,349
                                                                ============    ============     ============    ============
Diluted Weighted Average Common Shares Outstanding ..........     19,949,587      20,183,451       20,021,683      20,225,420
                                                                ============    ============     ============    ============

(1) The computation of per share data gives retroactive recognition to a 5% stock dividend declared on July 18, 2000.

The accompanying notes are a part of the consolidated financial statements.
</TABLE>

                                     - 4 -
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
1st Source Corporation and Subsidiaries
(Unaudited - Dollars in thousands)

                                                  Nine Months Ended September 30
                                                       2000         1999
                                                    ---------    ---------
Operating Activities:
  Net income ....................................   $  26,817    $  25,015
  Adjustments to reconcile net income to net cash
    provided by operating activities:
  Provision for loan losses .....................       9,888        4,968
  Depreciation of premises and equipment ........      15,411       12,361
  Amortization of investment security premiums
    and accretion of discounts, net .............         759        1,224
  Amortization of mortgage servicing rights .....       4,199        4,305
  Deferred income taxes .........................       2,042          193
  Realized investment securities (gains) losses .        (497)         476
  Realized gains on securitized loans ...........      (6,916)      (4,117)
  Increase in interest receivable ...............      (4,628)        (727)
  Increase in interest payable ..................      12,255        1,057
  Other .........................................      (7,876)       2,959
                                                    ---------    ---------

Net Cash Provided by Operating Activities .......      51,454       47,714

Investing Activities:
  Proceeds from sales and maturities
    of investment securities ....................     148,225      212,503
  Purchases of investment securities ............    (132,056)    (192,752)
  Net (increase)decrease in short-term investments    (19,837)      38,290
  Loans sold or participated to others ..........     225,749      267,421
  Increase in loans net of principal collections.    (448,077)    (346,356)
  Net increase in equipment owned
    under operating leases ......................     (14,448)      (9,970)
  Purchases of premises and equipment ...........      (2,324)      (3,163)
  Increase in other assets ......................      (1,784)      (6,109)
  Other .........................................        (646)      (1,124)
                                                    ---------    ---------

Net Cash Used in Investing Activities ...........    (245,198)     (41,260)

Financing Activities:
  Net increase (decrease) in demand deposits, NOW
    accounts and savings accounts ...............      40,423      (74,127)
  Net increase in certificates of deposit .......     278,866        9,290
  Net (decrease) increase in short-term borrowings    (92,067)      56,560
  Proceeds from issuance of long-term debt ......         255          862
  Payments of long-term debt ....................        (307)      (2,237)
  Acquisition of treasury stock .................      (4,601)      (6,614)
  Cash dividends ................................      (5,189)      (4,427)
                                                    ---------    ---------

Net Cash Provided by (Used in) Financing Activities   217,380      (20,693)

Increase (Decrease) in Cash and Cash Equivalents       23,636      (14,239)

Cash and Cash Equivalents, Beginning of Period ..     101,911      132,514
                                                    ---------    ---------

Cash and Cash Equivalents, End of Period ........   $ 125,547    $ 118,275
                                                    =========    =========

The accompanying notes are a part of the consolidated financial statements.

                                     - 5 -

<PAGE>

Notes to the Consolidated Financial Statements


1.   The  unaudited   consolidated  condensed  financial  statements  have  been
     prepared in accordance with the instructions for Form 10-Q and therefore do
     not include all information and footnotes necessary for a fair presentation
     of financial  position,  results of operations and cash flows in conformity
     with generally accepted accounting  principles.  The information  furnished
     herein reflects all  adjustments  (all of which are normal and recurring in
     nature)  which are,  in the  opinion of  management,  necessary  for a fair
     presentation  of the results for the interim  periods for which this report
     is submitted.  The 1999 1st Source  Corporation  Annual Report on Form 10-K
     and quarterly  reports on Form 10-Q for the quarters  ended March 31, 2000,
     and June 30, 2000 should be read in conjunction with these statements.


2.   In June 1998, the Financial  Accounting Standards Board (the "FASB") issued
     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
     Activities,"  which  establishes  accounting  and  reporting  standards for
     derivative  instruments and for hedging  activities.  SFAS No. 133 requires
     that all  derivative  instruments be recorded on the balance sheet at their
     fair value.  Changes in the fair value of  derivatives  are  recorded  each
     period in current earnings or other comprehensive income,  depending on the
     intended use of the derivative and its resulting designation. In June 1999,
     the FASB issued SFAS No. 137,  "Accounting  for Derivative  Instruments and
     Hedging  Activities - Deferral of the Effective  Date of FASB Statement No.
     133," which amends SFAS No. 133,  deferring  its  effective  date to fiscal
     years beginning after June 15, 2000. In June 2000, the FASB issued SFAS No.
     138,  "Accounting  for Certain  Derivative  Instruments and Certain Hedging
     Activities - an Amendment of FASB  Statement No. 133," which amends certain
     provisions of SFAS No. 133.

     1st Source currently uses certain derivative contracts (interest rate swaps
     and forward contracts) which will be subject to SFAS No. 133. Management is
     currently in the process of assessing  the impact that the adoption of SFAS
     No. 133 will have on 1st Source's  results of operations  and its financial
     position.  Based  on  current  information,  it is not  expected  to have a
     material  impact on its  financial  statements.  1st Source will adopt SFAS
     133, concurrently with SFAS 137 and 138, on January 1, 2001.

3.   In September 2000, the FASB issued SFAS No. 140,  "Accounting for Transfers
     and  Servicing of Financial  Assets and  Extinguishments  of  Liabilities",
     which  replaces  SFAS No. 125.  This  statement  revises the  standards for
     accounting for  securitizations and other transfers of financial assets and
     collateral and requires certain  disclosures,  but carries over most of the
     provisions  of SFAS  No.  125  without  reconsideration.  SFAS  No.  140 is
     effective for transfers  occurring after March 31, 2001 and for disclosures
     relating to  securitization  transactions  and  collateral for fiscal years
     ending after  December 15, 2000.  This  statement is not expected to have a
     material  effect  on  1st  Source's   financial   position  or  results  of
     operations.

                                     - 6 -

<PAGE>
PART I.

ITEM 2.   Management's Discussion and Analysis of Financial Condition
                           and Results of Operations


     The following management's  discussion and analysis is presented to provide
information concerning the financial condition of 1st Source as of September 30,
2000, as compared to September  30, 1999 and December 31, 1999,  and the results
of operations for the three and nine months ended September 30, 2000 and 1999.

     This  discussion  and  analysis  should  be read in  conjunction  with  1st
Source's  consolidated  condensed  financial  statements  and the  financial and
statistical  data  appearing  elsewhere  in this  report and the 1999 1st Source
Corporation  Annual Report on Form 10-K and the  quarterly  reports on Form 10-Q
for the quarters ended March 31, and June 30, 2000.

     Except for historical  information  contained herein, the matters discussed
in this document,  and other information  contained in 1st Source's SEC filings,
may express "forward-looking statements." Those "forward-looking statements" may
involve risk and uncertainties,  including statements  concerning future events,
performance and assumptions and other  statements that are other than statements
of historical  facts.  1st Source  wishes to caution  readers not to place undue
reliance  on any  forward-looking  statements,  which  speak only as of the date
made. Readers are advised that various  factors--including,  but not limited to,
changes in laws,  regulations or generally accepted accounting  principles;  1st
Source's   competitive   position   within  the   markets   served;   increasing
consolidation within the banking industry; unforeseen changes in interest rates;
any  unforeseen  downturns in the local,  regional or national  economies--could
cause 1st Source's actual results or circumstances  for future periods to differ
materially from those anticipated or projected.

     1st Source does not undertake,  and specifically  disclaims any obligation,
to  publicly  release  the  result  of any  revisions  that  may be  made to any
forward-looking  statements to reflect the occurrence of unanticipated events or
circumstances after the date of such statements.


                                     - 7 -
<PAGE>

                               FINANCIAL CONDITION
                               -------------------

     1st Source's assets at September 30, 2000 were $3.13 billion, up 14.2% from
the same time last year. Total loans were up 16.1% and total deposits  increased
15.8%  over the  comparable  figures  at the end of the third  quarter  of 1999.
Shareholders'  equity was $260.8  million,  up 12.7% from the $231.5 million one
year ago. As of September 30, 2000,  the 1st Source  equity-to-assets  ratio was
8.3%, compared to 8.4% a year ago.

     Non-performing  assets at September 30, 2000, were $21,570,000  compared to
$15,355,000 at December 31, 1999, an increase of 40.48%.  At September 30, 2000,
non-performing  assets were 0.95% of net loans compared to 0.74% at December 31,
1999.

     Loans are reported at the  principal  amount  outstanding,  net of unearned
income.  Loans  identified as held-for- sale are carried at the lower of cost or
market determined on an aggregate basis. Loans  held-for-sale were $66.8 million
and $73.6 million at September 30, 2000 and 1999, respectively.

     Included in Other Assets are capitalized  mortagage  servicing rights.  The
costs of purchasing the rights to service  mortgage  loans  originated by others
are deferred and amortized as  reductions of mortgage  servicing fee income over
the estimated  servicing period in proportion to the estimated  servicing income
to be received.  SFAS No. 125 allows companies that intend to sell originated or
purchased loans and retain the related  servicing  rights, to allocate a portion
of the total costs of the loans to servicing  rights,  based on  estimated  fair
value.  Fair value is estimated based on market prices,  when available,  or the
present  value of future net  servicing  income,  adjusted  for such  factors as
discount and prepayment rates. As of September 30, 2000 and 1999, the balance of
mortgage servicing rights was $20.4 million and $19.8 million, respectively.


CAPITAL RESOURCES

     The banking  regulators have  established  guidelines for leverage  capital
requirements,  expressed in terms of Tier 1 or core  capital as a percentage  of
average  assets,  to measure the  soundness  of a financial  institution.  These
guidelines  require all banks to maintain a minimum  leverage  capital  ratio of
4.00% for adequately capitalized banks and 5.00% for well-capitalized banks. 1st
Source's leverage capital ratio was 9.76% at September 30, 2000.

     The Federal Reserve Board has established risk-based capital guidelines for
U.S. banking  organizations.  The guidelines  established a conceptual framework
calling for risk  weights to be assigned  to on and  off-balance  sheet items in
arriving at risk-adjusted  total assets,  with the resulting ratio compared to a
minimum standard to determine whether a bank has adequate  capital.  The minimum
standard  risk-based  capital ratios  effective in 2000 are 4.00% for adequately
capitalized  banks and 6.00% for  well-capitalized  banks for Tier 1  risk-based
capital and 8.00% and 10.00%,  respectively,  for total risk-based capital.  1st
Source's  Tier 1 risk-based  capital  ratio on September 30, 2000 was 11.70% and
the total risk-based capital ratio was 12.96%.

                                     - 8 -
<PAGE>

LIQUIDITY AND INTEREST RATE SENSITIVITY

     Asset and  liability  management  includes the  management of interest rate
sensitivity and the maintenance of an adequate liquidity  position.  The purpose
of liquidity management is to match the sources and uses of funds to anticipated
customers' deposits and withdrawals, to anticipate borrowing requirements and to
provide  for the cash flow needs of 1st Source.  The  purpose of  interest  rate
sensitivity  management  is to stabilize net interest  income during  periods of
changing interest rates.

     Close  attention is given to various  interest  rate  sensitivity  gaps and
interest  rate  spreads.  Maturities  of rate  sensitive  assets  are  carefully
maintained relative to the maturities of rate sensitive liabilities and interest
rate forecasts.  At September 30, 2000, the consolidated  statement of financial
condition  was rate  sensitive  by  $20,920,000  more  liabilities  than  assets
scheduled  to  reprice  within  one  year  or  98.72%.  Management  adjusts  the
composition  of  its  assets  and   liabilities  to  manage  the  interest  rate
sensitivity gap based upon its expectations of interest rate fluctuations.


                                     - 9 -

<PAGE>

                              RESULTS OF OPERATIONS
                              ---------------------

NET INCOME

     Net income for the three-month  and nine-month  periods ended September 30,
2000, was $9,226,000 and  $26,817,000  respectively,  compared to $8,613,000 and
$25,015,000  for the  equivalent  periods in 1999.  The primary  reasons for the
increase were an increase in net interest  income and noninterest  income.  This
was  offset by  increases  in the  provision  for loan  losses  and  noninterest
expense.

     Diluted  net  income  per  common  share  increased  to  $0.46  and  $1.34,
respectively,  for the  three-month  and nine- month periods ended September 30,
2000,  from  $0.43 and $1.24 in 1999.  Return on  average  common  shareholders'
equity was 14.41% for the nine months  ended  September  30,  2000,  compared to
14.87% in 1999. The return on total average assets was 1.20% for the nine months
ended September 30, 2000, compared to 1.23% in 1999.


NET INTEREST INCOME

     The taxable equivalent net interest income for the three-month period ended
September 30, 2000, was  $27,087,000,  an increase of 2.01% over the same period
in 1999,  resulting in a net yield of 3.81% compared to 4.24% in 1999. The fully
taxable equivalent net interest income for the nine-month period ended September
30, 2000, was  $80,404,000,  an increase of 4.80% over 1999,  resulting in a net
yield of 3.94%  compared to 4.18% in 1999.  The net yield on earning  assets has
declined in 2000 due to more rapid  increases in funding costs over increases in
earning asset yields.

     Total average earning assets increased 13.87% and 11.01%, respectively, for
the  three-month  and  nine-month  periods ended  September  30, 2000,  over the
comparative periods in 1999. Total average investment securities increased 6.52%
and 5.38%, respectively for the three-month and nine-month periods over one year
ago primarily due to an increase of investments in U.S.  Government  Securities.
Average loans  increased by 14.99% and 12.50% for the three-month and nine-month
periods,  compared to the same periods in 1999,  due to growth in loan volume in
commercial,   consumer  and  commercial  loans  secured  by  transportation  and
construction  equipment.  The taxable equivalent yields on total average earning
assets were 8.71% and 8.23% for the  three-month  periods  ended  September  30,
2000, and 1999, and 8.57% and 8.24% for the nine-month  periods ended  September
30, 2000, and 1999, respectively.

     Average  deposits  increased  14.66%  and  9.30%,  respectively,   for  the
three-month  and  nine-month  periods over the same periods from 1999.  The cost
rate on average interest-bearing funds was 5.63% and 4.63% for the three- months
ended  September  30,  2000,  and 1999,  and 5.31% and 4.70% for the  nine-month
periods  ended  September  30,  2000 and 1999.  The  majority  of the  growth in
deposits from last year has occurred in NOW accounts.

     The following table sets forth consolidated  information  regarding average
balances and rates.

                                     - 10 -

<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST RATES AND INTEREST DIFFERENTIAL
(Dollars in thousands)
                                          Three Months Ended September 30
                                        ------------------------------------
                                           2000                       1999
                             --------------------------------------------------------
                                         Interest                    Interest
                               Average   Income/  Yield/   Average   Income/  Yield/
                               Balance   Expense   Rate    Balance   Expense   Rate
                               -------   -------   ----    -------   -------   ----
ASSETS:
<S>                            <C>         <C>     <C>     <C>         <C>     <C>
Investment securities:
  Taxable .................   $  363,281  $ 5,696  6.24%  $  337,702  $ 4,763  5.60%
  Tax exempt (1)...........      170,147    2,752  6.44%     163,064    2,864  6.97%
Net loans (2)(3)...........    2,275,988   53,187  9.30%   1,979,307   43,867  8.79%
Other investments .........       17,797      281  6.28%       2,666       29  4.32%
                              ----------  -------- -----  ----------  -------- -----

Total Earning Assets           2,827,213   61,916  8.71%   2,482,739   51,523  8.23%

Cash and due from banks ...       95,995                     112,985
Reserve for loan losses ...      (42,210)                    (38,951)
Other assets ..............      219,669                     191,124
                              ----------                  ----------

Total .....................   $3,100,667                  $2,747,897
                              ==========                  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:

  Interest bearing deposits   $2,111,164  $29,243  5.51%  $1,804,569  $20,483  4.50%
  Short-term borrowings ...      339,863    5,361  6.28%     324,757    4,273  5.22%
  Long-term debt ..........       12,167      225  7.35%      11,835      215  7.22%
                              ----------  -------  -----  ----------  -------  -----
Total Interest Bearing
  Liabilities .............    2,463,194   34,829  5.63%   2,141,161   24,971  4.63%


  Noninterest bearing deposits   287,252                     287,210
  Other liabilities .......       94,328                      90,858
  Shareholders' equity ....      255,893                     228,668
                              ----------                  ----------

Total .....................   $3,100,667                  $2,747,897
                              ==========                  ==========
                                          -------                     -------
Net Interest Income .......               $27,087                     $26,552
                                          =======                     =======
Net Yield on Earning Assets on a Taxable           -----                       -----
  Equivalent Basis ........                        3.81%                       4.24%
                                                   =====                       =====



                                           Nine Months Ended September 30
                                        -------------------------------------
                                           2000                       1999
                             --------------------------------------------------------
                                         Interest                    Interest
                               Average   Income/  Yield/   Average   Income/  Yield/
                               Balance   Expense   Rate    Balance   Expense   Rate
                               -------   -------   ----    -------   -------   ----
ASSETS:

Investment securities:
  Taxable .................   $  362,253  $16,149  5.95%  $  343,140  $14,713  5.73%
  Tax exempt (1)...........      168,569    8,328  6.60%     160,583    8,474  7.06%
Net loans (2)(3)...........    2,180,714  149,662  9.17%   1,938,355  127,540  8.80%
Other investments .........       11,823      522  5.90%      11,097      374  4.51%
                              ----------  -------  -----  ----------  -------  -----

Total Earning Assets ......    2,723,359  174,661  8.57%   2,453,175  151,101  8.24%

Cash and due from banks ...       97,861                     110,980
Reserve for loan losses ...      (40,855)                    (38,759)
Other assets ..............      213,468                     184,826
                              ----------                  ----------

Total .....................   $2,993,833                  $2,710,222
                              ==========                  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY:

  Interest bearing deposits   $2,026,156  $78,928  5.20%  $1,833,007  $62,954  4.59%
  Short-term borrowings ...      330,879   14,659  5.92%     270,800   10,756  5.31%
  Long-term debt ..........       12,224      670  7.32%      12,637      670  7.09%
                              ----------  -------  -----  ----------  -------  -----
Total Interest Bearing
  Liabilities .............    2,369,259   94,257  5.31%   2,116,444   74,380  4.70%


  Noninterest bearing deposits   283,536                     280,125
  Other liabilities .......       92,528                      88,778
  Shareholders' equity ....      248,510                     224,875
                              ----------                  ----------

Total .....................   $2,993,833                  $2,710,222
                              ==========                  ==========
                                          -------                     -------
Net Interest Income .......               $80,404                     $76,721
                                          =======                     =======
Net Yield on Earning Assets on a Taxable           -----                       -----
  Equivalent Basis ........                        3.94%                       4.18%
                                                   =====                       =====

(1)  Interest  income  includes the effects of taxable  equivalent  adjustments,
     using a 40.525% rate for 2000 and 1999. Tax equivalent  adjustments for the
     three-month  periods  were  $733 in  2000  and  $871  in  1999  and for the
     nine-month periods were $2,314 in 2000 and $2,586 in 1999.

(2)  Loan income includes fees on loans for the three-month periods of $1,299 in
     2000 and  $1,502 in 1999 and for the  nine-month  periods of $4,504 in 2000
     and  $4,302 in 1999.  Loan  income  also  includes  the  effects of taxable
     equivalent  adjustments,  using a 40.525%  rate for 2000 and 1999.  The tax
     equivalent adjustments for the three-month periods were $54 in 2000 and $55
     in 1999 and for the nine-month periods were $104 in 1999 and $148 in 1999.

(3)  For purposes of this  computation,  non-accruing  loans are included in the
     daily average loan amounts outstanding.

</TABLE>

                                     - 11 -

<PAGE>
PROVISION FOR LOAN LOSSES

     The provision for loan losses for the  three-month  period ended  September
30,  2000,  and 1999,  was  $1,292,000  and  $2,232,000,  respectively,  and was
$9,888,000 and $4,968,000  for the nine-month  periods ended  September 30, 2000
and 1999.  Net  Charge-offs  of $247,000 have been recorded for the  three-month
period ended September 30, 2000, compared to $629,000 of Net Charge-offs for the
same  period in 1999.  Year-to-date  Net  Charge-offs  of  $5,198,000  have been
recorded in 2000,  compared to Net  Charge-offs  of $994,000  through  September
1999. A summary of loan loss  experience  during the three and nine months ended
September 30, 2000 and 1999 is provided below.
<TABLE>
<CAPTION>
                                                         Summary of Allowance for Loan Losses
                                                         ------------------------------------
                                                   Three Months Ended           Nine Months Ended
                                                      September  30               September 30
                                                   2000          1999          2000          1999
                                                 ---------     ---------     ---------     ---------
<S>                                              <C>           <C>           <C>           <C>
Allowance for loan losses - beginning balance   $   42,205    $   39,403    $   40,210    $   38,629
   Charge-offs                                         731           762         5,994         1,457
   Recoveries                                          484           133           796           463
                                                 ---------     ---------     ---------     ---------
Net charge-offs                                        247           629         5,198           994
Provision for loan losses                            1,292         2,232         9,888         4,968
Recaptured reserve due to loan securitizations        (706)       (1,192)       (2,356)       (2,789)
                                                 ---------     ---------     ---------     ---------
Allowance for loan losses - ending balance      $   42,544    $   39,814    $   42,544     $  39,814
                                                 =========     =========     =========     =========

Loans outstanding at end of period               2,272,574     1,956,696     2,272,574     1,956,696
Average loans outstanding during period          2,275,988     1,979,307     2,180,714     1,938,355

Allowance for loan losses as a percentage of
   loans outstanding at end of period                 1.87%         2.03%         1.87%         2.03%
Ratio of net charge-offs during period to
   average loans outstanding                          0.04%         0.13%         0.32%         0.07%
</TABLE>

     The  reserve  for loan  losses  was  $42,544,000  or 1.87% of net  loans at
September  30,  2000,   compared  to  $40,210,000  or  1.95%  of  net  loans  at
December 31,  1999. It is management's  opinion that the reserve for loan losses
is adequate to absorb losses  inherent in the loan portfolio as of September 30,
2000.


NONINTEREST INCOME

     Noninterest  income for the  three-month  periods ended September 30, 2000,
and 1999 was $16,500,000 and $16,456,000,  respectively,  and for the nine-month
periods was  $51,672,000  in 2000 and  $45,812,000  in 1999.  For the nine-month
period,  trust  fees  increased  6.23%,  service  charges  on  deposit  accounts
increased  12.94%,  loan servicing and sale income  increased  7.28%,  equipment
rental income increased  20.76% and other income increased 2.59%.  Servicing and
sale  income has  increased  for the  nine-month  period due to  increased  loan
securitization  activity  and an increase in the sale and  servicing of mortgage
loans  during the first six months of 2000.  The  increase in  equipment  rental
income was primarily due to growth in operating leases.  Investment Security and
other net  gains for the  nine-month  period  ended  September  30,  2000,  were
$497,000  compared to net losses of  $476,000 in 1999.  The net gains and losses
for both years were  primarily  attributed  to certain  partnership  and venture
capital investments.

                                     - 12 -
<PAGE>

NONINTEREST EXPENSE

     Noninterest  expense for the  three-month  period ended September 30, 2000,
was  $26,715,000,  an  increase  of 3.57%  over the same  period in 1999 and was
$77,144,000  for the nine-month  period ended September 30, 2000, an increase of
4.12% over 1999. For the nine-month  period ended  September 30, 2000,  salaries
and employee  benefits  increased 3.90%, net occupancy  expense increased 6.15%,
furniture  and  equipment  expense  increased  8.73%,   depreciation  on  leased
equipment increased 29.43%, supplies and communications expense decreased 1.86%,
business  development and marketing expense decreased 12.82%,  and miscellaneous
other  expenses  decreased  19.35% over the same period in 1999. The increase in
depreciation  of leased  equipment is due to a significant  volume increase from
the prior year. The  miscellaneous  other expense  decrease from one year ago is
attributed primarily to Year 2000 consulting expenses incurred in 1999.


INCOME TAXES

     The provision for income taxes for the three-month  and nine-month  periods
ended September 30, 2000, was $4,967,000 and $14,024,000, respectively, compared
to $4,883,000 and $14,057,000 for the comparable  periods in 1999. The provision
for income taxes for the nine months ended September 30, 2000, and 1999, is at a
rate which management believes approximates the effective rate for the year.


ITEM 3.       Quantitative and Qualitative Disclosures About Market Risk

     There have been no material  changes in market risk  exposures  that affect
the "Quantitative and Qualitative  Disclosures" presented in 1st Source's annual
report on Form 10-K for the year ended  December 31, 1999. See the discussion of
interest rate sensitivity beginning on page 9.

                                     - 13 -

<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1.  Legal Proceedings.

         None

ITEM 2.  Changes in Securities.

         None

ITEM 3.  Defaults Upon Senior Securities.

         None

ITEM 4.  Submission of Matters to a Vote of Security Holders

         None

ITEM 5.  Other Information.

         None

ITEM 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibit 27 - Financial Data Schedule


                                     - 14 -

<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                      1st Source Corporation
                                        -------------------


DATE  11/13/00                       /s/ Christopher J. Murphy III
     ----------                     ----------------------------------------
                                     (Signature)
                                    Christopher J. Murphy III
                                    Chairman of the Board, President and CEO


DATE  11/13/00                       /s/ Larry E. Lentych
     ----------                     ----------------------------------------
                                      (Signature)
                                    Larry E. Lentych
                                    Treasurer and Chief Financial Officer



                                     - 15 -

<PAGE>


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